Lauren Dillard
LiveRamp HoldingsAbout Lauren Dillard
Lauren R. Dillard is Executive Vice President and Chief Financial Officer of LiveRamp (RAMP), appointed from Interim CFO/SVP Finance & Investor Relations on November 14, 2023 . FY2025 company performance under her finance leadership included revenue of $745.6 million and GAAP net loss of approximately $1 million, while the company’s FY2025 total shareholder return (value of $100 initial investment) was $79.40 versus $116.70 for the peer group; FY2024 revenue was $659.7 million with net income of $12 million . She received above-target FY2025 cash incentive payout driven by Adjusted Revenue and Non‑GAAP EBIT, and FY2023 PSU awards paid below target (Rule of 40 83.70% and relative TSR 65.75%), evidencing a pay-for-performance alignment with company outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LiveRamp | Interim CFO; SVP Finance & Investor Relations | Through Nov 14, 2023 | Elevated to EVP & CFO; maintained 75% target bonus; received $4.0M one-time RSU/PSU grant tied to Rule of 40 and relative TSR . |
| LiveRamp | EVP & CFO | Nov 14, 2023 – present | Oversees finance, with FY2025 incentive tied 50/50 to Adjusted Revenue and Non‑GAAP EBIT; above-target FY2025 cash incentive payout . |
External Roles
No external directorships or outside roles disclosed in the DEF 14A/8‑K for Ms. Dillard. (Skip)
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| FY2025 | 450,000 | 75% | 337,500 | 380,000 |
| FY2024 | 430,000 (effective upon CFO appointment) | 75% (fiscal 2024 plan) | 322,500 | 795,000 (non‑equity incentive plan comp) |
Performance Compensation
Annual Cash Incentives (FY2025 CIP)
| Metric | Weighting | Threshold | Target | Maximum | FY2025 Funded Payout (% of Target) | Individual Multiplier | Dillard Actual Payout |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue | 50% | $684M | $721M | $759M | 109.4% | 102.9% | 112.6% of target ($380,000) |
| Non‑GAAP EBIT | 50% | $109M | $148M | $192M | 109.4% | 102.9% | 112.6% of target ($380,000) |
| Non‑GAAP EBIT (Reconciliation) | — | — | — | — | $164.065M (metric computation) | — | — |
Notes:
- No payout if below threshold; payout capped at 200% even if goals exceeded; Adjusted Revenue cannot drive payout above 25% unless Non‑GAAP EBIT ≥ threshold .
Long-Term Incentives (FY2025 Grants; Granted May 15, 2024)
| Award Type | Shares Granted | Target Value ($) | Vesting / Performance | Payout Range |
|---|---|---|---|---|
| RSUs | 61,519 | Part of $4,000,000 total | 3-year; one‑third after first anniversary, remainder quarterly | N/A |
| PSUs (Rule of 40) | 70% of PSU value; 61,518 total PSUs granted (combined with TSR) | Part of $4,000,000 total | 3-year average of (Revenue Growth % + EBITDA Margin %): Threshold 20% (50% payout), Target 30% (100%), Max 40% (200%) | 0–200% (interpolated) |
| PSUs (Relative TSR) | 30% of PSU value; included in 61,518 total PSUs | Part of $4,000,000 total | 3-year TSR vs Russell 2000: below 25th (0%), 25th (25%), 50th (77%), 60th (100%), 90th+ (200%); capped at 100% if absolute TSR is negative | 0–200% (with negative TSR cap) |
FY2023 PSU Outcomes (certified in May 2025):
- Rule of 40 PSUs attained 83.70% of target; relative TSR attained 65.75% (44.59th percentile vs Russell 2000) .
Equity Ownership & Alignment
Beneficial Ownership (as of June 17, 2025)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Lauren R. Dillard | 290,739 | <1% |
- Executive stock ownership guidelines: CEO 3× salary; other NEOs 1× salary; 5 years to comply. As of March 31, 2025, each current executive either complies or is within the 5‑year window .
- Hedging/pledging: Short sales, hedging/monetization and pledging are prohibited for executives and directors; trades require pre‑clearance, and blackout windows apply except for pre‑approved 10b5‑1 plans or sell‑to‑cover tax transactions .
Unvested/Unearned Equity (selected grants; market value using $26.14 close on 3/31/2025)
| Grant Date | Award Type | Unvested/Unearned Shares | Market Value ($) |
|---|---|---|---|
| 5/15/2024 | PSUs (FY2025 cycle) | 61,518 | 1,608,081 |
| 5/15/2024 | RSUs | 61,519 | 1,608,107 |
| 11/14/2023 | PSUs (FY2024 cycle) | 67,658 | 1,768,580 |
| 11/14/2023 | RSUs | 39,467 | 1,031,667 |
| 5/17/2023 | PSUs (FY2023 cycle) | 25,104 | 656,219 |
| 5/17/2023 | RSUs | 10,460 | 273,424 |
| 8/9/2022 | PSUs (FY2023 cycle) | 11,678 | 305,263 |
| 8/9/2022 | RSUs | 1,391 | 36,361 |
| 5/17/2022 | PSUs (FY2023 cycle) | 5,005 | 130,831 |
| 11/9/2021 | RSUs | 5,258 | 137,444 |
| 5/18/2021 | RSUs | 502 | 13,122 |
Vesting mechanics:
- RSUs generally vest one‑third on the first anniversary of grant approval date, remainder quarterly to full vest at year 3 (or other schedules noted) .
- PSUs (FY2024/FY2025 cycles) earn 0–200% based on Rule of 40 and relative TSR over 3 years; TSR capped at 100% if absolute TSR negative .
Employment Terms
| Provision | Key Terms |
|---|---|
| Appointment terms | On appointment as EVP & CFO (Nov 14, 2023): base salary $430,000; target annual bonus 75% of base for fiscal 2024; one‑time $4,000,000 grant (50% time‑based RSUs, vest over 3 years; 50% PSUs eligible to vest after 3 years based on Rule of 40 and relative TSR) . |
| Severance (non‑CIC) | If terminated without cause (outside CIC): cash severance equal to 100% of base salary + 100% of average annual bonus for prior two years; prorated bonus based on actual year results; up to 18 months COBRA; prorated PSUs if ≥1 year of performance period elapsed; settlement after period completion based on actual performance . |
| Severance (double‑trigger CIC) | If terminated without cause or resigns for good reason within 2 years post‑CIC: cash severance equal to 200% of base salary + 200% of average annual bonus for prior two years; prorated bonus based on actual results; vesting of all equity except PSUs; up to 18 months COBRA. At CIC, PSUs are truncated and converted into RSUs of equal value based on achievement at CIC; fully vest if employment continues through end of performance period; fully vest if terminated without cause/good reason or upon death/disability within 2 years post‑CIC . |
| Non‑compete / Non‑solicit | One‑year non‑compete and non‑solicit apply to severance arrangements upon execution of a general release . |
| Clawback | Company maintains compensation recovery policy compliant with NYSE; recovery applies to erroneously awarded compensation tied to financial reporting measures for prior 3 fiscal years; extended recovery for intentional misconduct by SVP+ . |
| No excise tax gross‑ups | No CIC excise tax reimbursements provided to executives . |
Compensation & Ownership Detail
Summary Compensation (Multi‑year)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| FY2025 | 446,667 | 4,247,723 | 380,000 | 21,593 | 5,095,984 |
| FY2024 | 414,101 | 7,239,528 | 795,000 | 20,588 | 8,469,217 |
Perquisites and other:
- FY2025 includes 401(k) matching and minor perquisites/tax gross‑ups (total $21,593) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; pre‑clearance and blackout windows enforced, reducing misalignment and insider timing risk .
- Say‑on‑pay approval was ~98.5% at 2024 annual meeting, indicating strong shareholder support for the program .
- No related‑party transactions reported since the prior fiscal year .
- One delinquent Section 16 report noted: a tax withholding transaction on July 14, 2024 for Ms. Dillard was reported late (filed July 22, 2024) .
Compensation Structure Analysis
- FY2025 equity awards ($4.25M) comprised the majority of total compensation versus cash (salary + bonus ~$0.83M), maintaining high at‑risk pay .
- FY2024 equity awards were higher ($7.24M) with larger non‑equity incentive ($0.80M), reflecting transition and one‑time grants upon appointment in late 2023 .
Equity Ownership Policies & Alignment
- Stock ownership guidelines: 1× salary for NEOs; Dillard either complies or within 5‑year compliance window as of March 31, 2025 .
- Pledging/hedging prohibited; 10b5‑1 plans allowed; blackout periods enforced .
Investment Implications
- Alignment: Dillard’s incentives are tightly linked to Rule of 40 (growth + profitability), relative TSR, Adjusted Revenue, and Non‑GAAP EBIT, with TSR caps to avoid windfalls during negative stock performance—an investor‑friendly design .
- Retention/trading pressure: Significant unvested RSUs/PSUs across 2022–2024 grants with multi‑year vesting create retention and reduce near‑term selling pressure; hedging/pledging bans lower alignment risk .
- Change‑of‑control economics: Double‑trigger severance (2× salary+bonus) with PSU conversion/vesting mechanics balances retention and shareholder interests in M&A scenarios; no excise tax gross‑ups reduce governance risk .
- Performance signal: FY2025 cash incentive above target reflects execution on revenue and Non‑GAAP EBIT; FY2023 PSU below‑target payout underscores that long‑term equity outcomes are sensitive to growth/profitability and market‑relative returns, curbing pay inflation without performance .